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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Compugen Ltd | NASDAQ:CGEN | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-0.01 | -0.58% | 1.72 | 1.71 | 1.72 | 1.73 | 1.7001 | 1.72 | 52,521 | 18:57:04 |
Per share
|
Total
|
|||||||
Public Offering Price
|
$ | 10.50 | $ | 63,000,000 | ||||
Underwriting Discounts and Commissions
|
$ | 0.63 | $ | 3,780,000 | ||||
Proceeds to Compugen, before expenses
|
$ | 9.87 | $ | 59,220,000 |
JMP Securities
|
Oppenheimer & Co.
|
Chardan Capital Markets
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Prospectus Supplement
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Page
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S-9
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S-13
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S-16
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S-16
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S-16
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S-17
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S-17
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Prospectus
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PROSPECTUS
SUPPLEMENT
SUMMARY
This summary highlights selected information contained elsewhere or incorporated by reference in this prospectus supplement and the accompanying prospectus. This summary may not contain all the information that you should consider before investing in our securities. You should read the entire prospectus supplement and the accompanying prospectus carefully, including the “Risk Factors” section contained in this prospectus supplement, the accompanying prospectus, the documents incorporated herein by reference, and in any free writing prospectus that we have authorized for use in connection with this offering, before making an investment decision. This prospectus supplement may add to, update or change information contained in or incorporated by reference in the accompanying prospectus.
Unless we have indicated otherwise, or the context otherwise requires, references in this prospectus supplement to “Compugen,” “the company,” “we,” “us” and “our” refer to Compugen Ltd. and its subsidiaries.
Compugen Ltd.
Overview
We are a drug discovery and development company utilizing a broadly applicable proprietary infrastructure for the
in silico
(by computer) prediction and selection of human therapeutic product candidates, which are then advanced in our Pipeline Program. The initial fields of focus selected by us are monoclonal antibodies, or mAbs, and therapeutic proteins to address major unmet needs in the fields of oncology and immunology. Beginning in late 2010, we established the Pipeline Program, consisting of targets and product candidates for applications in oncology and immunology, based largely on novel immune checkpoint regulator candidates discovered by us during our first focused discovery program. Our business model includes entering into collaborations covering the further development and commercialization of product candidates at various stages from our Pipeline Program and various forms of research and discovery agreements, in both cases providing us with potential fees, research revenues, milestones, royalties and other revenue sharing payments.
Our Predictive Discovery Infrastructure
Our continuously growing discovery infrastructure, established over more than a decade of pioneering research with respect to key biological phenomena, consists of a multi-dimensional platform integrating proprietary scientific understandings and predictive models, algorithms, machine learning systems and other computational biology capabilities.
Our Initial Fields of Focus
Oncology and immunology are both areas of complex and challenging diseases with significant unmet medical needs. Therefore, these are areas of high industry interest with numerous efforts to identify novel therapeutic solutions. Our science-driven predictive capabilities are well suited for the identification of novel therapeutic candidates for these complex, multi-factorial and challenging therapeutic fields.
Our Pipeline Program
Our Pipeline Program consists of therapeutic product candidates at various stages ranging from target validation to pre -clinical studies. The aim of the Pipeline Program is to advance in our validation pipeline mAb targets and mAbs against such targets, and Fc fusion protein therapeutics, in each case discovered by us, in the fields of oncology and immunology and to further advance selected molecules beyond their animal proof of concept stage. The newly discovered candidates enter the Pipeline Program when they begin experimental evaluation following their
in silico
prediction and selection. These candidates then undergo
in vitro
and
in vivo
experimental validation, with selected candidates eventually being advanced toward pre-clinical, and, in selected cases, possibly future clinical activities. The experimental validation studies are conducted at our facilities, or at expert laboratories, selected specifically for each relevant field. In the case of drug targets for mAbs, target functional characterization and other validation studies, selected based on the nature of the target, confirming the target’s therapeutic potential are undertaken, followed by the generation of a therapeutic mAb to be used for
in vitro
and
in vivo
proof of concept studies in disease animal models. mAb candidates, either humanized or fully-human, selected to be advanced to pre-IND studies, will then enter the stage of lead candidate selection and optimization. For specific candidates
we may choose to continue development into further clinical activities. With respect to therapeutic protein product candidates that have either been or will be successfully validated
in vitro
, these candidates are further advanced to
in vivo
proof of concept studies in disease animal models and to mechanism of action studies to explore their novel biology, followed by the selection of the final therapeutic form of the molecule to be used at later development stages.
|
Bayer Collaboration
In August 2013, we entered into a Research and Development Collaboration and License Agreement with BayerPharma AG (Bayer) for the research, development, and commercialization of antibody-based therapeutics against two novel, Compugen-discovered immune checkpoint regulators in our Pipeline Program, CGEN 15001T and CGEN 15022. Under this agreement, we received an upfront payment of $10 million, and we are eligible to receive an aggregate of over $500 million in potential milestone payments for both programs, not including aggregate preclinical milestone payments of up to $30 million during the research programs. Additionally, we are eligible to receive mid- to high single digit royalties on global net sales of any approved products under the collaboration. We and Bayer will jointly pursue a preclinical research program with respect to each of the two immune checkpoint regulators. A joint steering committee consisting of representatives from each party will be responsible for overseeing and directing each such research program pursuant to an agreed upon workplan. Following each such research program, Bayer will have full control over further clinical development of any cancer therapeutic product candidates targeting the Compugen-discovered immune checkpoint regulators and will have worldwide commercialization rights for any approved products.
Corporate Information
Our legal and commercial name is Compugen Ltd. We were incorporated on February 10, 1993 as an Israeli corporation. The legislative framework within which Compugen Ltd. now operates is the Israeli Companies Law, 5759-1999, as amended (the “Companies Law”), which originally became effective on February 1, 2000, and the Israeli Companies Ordinance (New Version) 1983, as amended.
We have a wholly owned subsidiary, Compugen USA, Inc., which was incorporated in Delaware in March 1997 and is qualified to do business in California.
Our principal executive offices are located at 72 Pinchas Rosen Street, Tel Aviv, Israel 6951294. Our telephone number is +972-3-765-8585 and our website address is
www.cgen.com
. The information on our website is not incorporated by reference into this prospectus, is not considered a part of this prospectus and should not be relied upon with respect to this offering.
|
THE OFF
ER
ING
|
Ordinary shares offered by us:
|
6,000,000 shares
|
Underwriters’ option to
purchase additional shares:
|
Up to 900,000 additional shares.
|
Ordinary shares to be outstanding immediately
after this offering:
|
47,407,305 shares |
Use of proceeds:
|
We intend to use the net proceeds from this offering for development of our Pipeline Program product candidates and for other general corporate purposes, including, but not limited to, repayment of any future indebtedness, working capital, intellectual property protection and enforcement, capital expenditures, investments, acquisitions or collaborations, research and development and product development. See “Use of Proceeds” on page S-7 of this prospectus supplement.
|
Risk factors:
|
Investing in our ordinary shares involves significant risks. See “Risk Factors” on page S-4 of this prospectus supplement and on page 3 of the accompanying prospectus and the documents incorporated by reference herein.
|
Trading markets
|
Our ordinary shares are traded on The NASDAQ Global Market and on the Tel Aviv Stock Exchange (TASE) under the symbol “CGEN.”
|
The number of ordinary shares to be outstanding immediately after this offering as shown above is based on 41,407,305 shares outstanding as of February 1, 2014, and excludes as of that date: |
|
·
|
6,003,051 ordinary shares issuable upon the exercise of outstanding options to purchase ordinary shares, having a weighted average exercise price of $3.86 per share;
|
|
·
|
500,000 ordinary shares issuable upon the exercise of warrants at an exercise price of $7.50 per share;
|
|
·
|
ordinary shares potentially issuable under our funding agreement with Baize Investments (Israel) Ltd.; and
|
|
·
|
an aggregate of 1,828,885 ordinary shares reserved for future issuance under our equity incentive plans.
|
Except as otherwise indicated, all information in this prospectus supplement assumes no exercise by the underwriters of their option to purchase up to an additional 900,000 shares. |
|
·
|
on an actual basis;
|
|
·
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on a pro forma basis to give effect to the sale and issuance of an aggregate of 363,090 ordinary shares for gross proceeds of $3.9 million under the sales agreement with Cantor Fitzgerald & Co. since December 31, 2013; and
|
|
·
|
on a pro forma as adjusted basis to give additional effect to the sale and issuance of 6,000,000 ordinary shares in this offering, after deducting underwriting discounts and commissions and estimated offering expenses payable by us.
|
As of December 31, 2013
|
||||||||||||
Actual
|
Pro Forma
|
Pro Forma As Adjusted
|
||||||||||
(in thousands, except share and per share data)
|
||||||||||||
Indebtedness:
|
||||||||||||
Research and development funding arrangements
|
$ | 13,189 | $ | 13,189 | $ | 13,189 | ||||||
Total indebtedness
|
13,189 | 13,189 | 13,189 | |||||||||
Shareholder’s equity:
|
||||||||||||
Ordinary Shares, NIS 0.01 nominal value: 100,000,000 shares authorized; 41,002,113 shares
issued and outstanding, actual; 41,365,203 shares issued and outstanding, pro
forma; and 47,365,203 shares issued and outstanding, pro forma as adjusted
|
111 | 112 | 129 | |||||||||
Additional paid in capital
|
235,351 | 239,269 | 297,592 | |||||||||
Accumulated other comprehensive income
|
4,628 | 4,628 | 4,628 | |||||||||
Accumulated deficit
|
$ | (208,202 | ) | $ | (208,202 | ) | (208,202 | ) | ||||
Total shareholders’ equity
|
$ | 31,888 | $ | 35,807 | $ | 94,147 |
|
·
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6,045,153 ordinary shares issuable upon the exercise of outstanding options to purchase ordinary shares, having a weighted average exercise price of $3.86 per share;
|
|
·
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500,000 ordinary shares issuable upon the exercise of warrants at an exercise price of $7.50 per share;
|
|
·
|
ordinary shares potentially issuable under our funding agreement with Baize Investments (Israel) Ltd.; and
|
|
·
|
an aggregate of 1,828,885 ordinary shares reserved for future issuance under our equity incentive plans.
|
Public offering price per share
|
$ | 10.50 | ||||||
Pro forma net tangible book value per share as of December 31, 2013
|
$ | 0.87 | ||||||
Increase in pro forma net tangible book value per share attributable
to new investors
|
1.12 | |||||||
Pro forma as adjusted net tangible book value per share after this offering
|
1.99 | |||||||
Net dilution per share to new investors
|
$ | 8.51 | ||||||
|
·
|
6,045,153 ordinary shares issuable upon the exercise of outstanding options to purchase ordinary shares, having a weighted average exercise price of $3.86 per share;
|
|
·
|
500,000 ordinary shares issuable upon the exercise of warrants at an exercise price of $7.50 per share;
|
|
·
|
ordinary shares potentially issuable under our agreement with Baize Investments (Israel) Ltd.; and
|
|
·
|
an aggregate of 1,828,885 ordinary shares reserved for future issuance under our equity incentive plans.
|
Underwriter
|
Number of
Ordinary Shares
|
||
Jefferies LLC
|
4,200,000 | ||
JMP Securities LLC | 750,000 | ||
Oppenheimer & Co. Inc. | 750,000 | ||
Chardan Capital Markets, LLC | 300,000 | ||
Total
|
6,000,000 |
Per Share
|
Total
|
|||||||||||||||
Without
Option to
Purchase
Additional
Shares
|
With
Option to
Purchase
Additional
Shares
|
Without
Option to
Purchase
Additional
Shares
|
With
Option to
Purchase
Additional
Shares
|
|||||||||||||
Public offering price
|
$ | 10.50 | $ | 10.50 | $ | 63,000,000 | $ | 72,450,000 | ||||||||
Underwriting discounts and commissions paid by us
|
$ | 0.63 | $ | 0.63 | $ | 3,780,000 | $ | 4,347,000 | ||||||||
Proceeds to us, before expenses
|
$ | 9.87 | $ | 9.87 | $ | 59,220,000 | $ | 68,103,000 |
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•
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sell, offer, contract or grant any option to sell (including any short sale), pledge, transfer, establish an open "put equivalent position" within the meaning of Rule 16a-l(h) under the Securities Exchange Act of 1934, as amended, or
|
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•
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otherwise dispose of any ordinary shares, options or warrants to acquire ordinary shares, or securities exchangeable or exercisable for or convertible into ordinary shares currently or hereafter owned either of record or beneficially, or
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•
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publicly announce an intention to do any of the foregoing for a period of 90 days after the date of this prospectus supplement without the prior written consent of Jefferies LLC.
|
|
•
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during the last 17 days of the 90-day restricted period, we issue an earnings release or material news or a material event relating to us occurs, or
|
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•
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prior to the expiration of the 90-day restricted period, we announce that we will release earnings results during the 16-day period beginning on the last day of the 90-day restricted period,
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•
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a "sophisticated investor" under section 708(8)(a) or (b) of the Corporations Act;
|
|
•
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a "sophisticated investor" under section 708(8)(c) or (d) of the Corporations Act and that you have provided an accountant's certificate to the company which complies with the requirements of section 708(8)(c)(i) or (ii) of the Corporations Act and related regulations before the offer has been made; or
|
|
•
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a "professional investor" within the meaning of section 708(11)(a) or (b) of the Corporations Act.
|
|
•
|
to any legal entity which is a "qualified investor" as defined in the Prospectus Directive;
|
|
•
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to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the representative of the underwriters for any such offer; or
|
|
•
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in any other circumstances falling within Article 3(2) of the Prospectus Directive,
|
|
•
|
a corporation (which is not an accredited investor as defined under Section 4A of the SFA) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or
|
|
•
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a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor,
|
|
•
|
to an institutional investor under Section 274 of the SFA or to a relevant person defined in Section 275(2) of the SFA, or to any person pursuant to an offer that is made on terms that such shares, debentures and units of shares and debentures of that corporation or such rights and interest in that trust are acquired at a consideration of not less than $200,000 (or its equivalent in a foreign currency) for each transaction, whether such amount is to be paid for in cash or by exchange of securities or other assets, and further for corporations, in accordance with the conditions, specified in Section 275 of the SFA;
|
|
•
|
where no consideration is given for the transfer; or
|
|
•
|
where the transfer is by operation of law.
|
Transfer agent fees and expenses
|
$
|
5,000
|
||
Printer fees and expenses
|
10,000
|
|||
Legal fees and expenses
|
150,000
|
|||
Accounting fees and expenses
|
80,000
|
|||
Miscellaneous
|
5,000
|
|||
Total
|
$
|
250,000
|
|
·
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Annual Report on Form 20-F for the year ended December 31, 2013, filed on February 18, 2014 (File No. 000-30902);
|
|
·
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Reports on Form 6-K filed on January 7, 2014, January 23, 2014, February 11, 2014 and February 11, 2014; and
|
|
·
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the description of our ordinary shares contained in our Form 8-A filed on August 2, 2000 (File No. 000-30902).
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·
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CGEN-15001 - a novel fusion protein which has shown potential for the treatment of autoimmune diseases;
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·
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CGEN-15021 - a novel fusion protein which has shown potential for the treatment of autoimmune diseases;
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·
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CGEN-15091 - a novel fusion protein which has shown potential for the treatment of multiple sclerosis;
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·
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CGEN-15001T - a novel mAb drug target candidate for cancer immunotherapy;
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·
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CGEN- 15022 – a novel mAb drug target candidate for cancer immunotherapy;
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·
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CGEN-671 – a novel mAb drug target candidate for treatment of multiple epithelial tumors;
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·
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CGEN-928 – a novel mAb drug target candidate for the treatment of multiple myeloma;
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·
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CGEN 15092 - a novel mAb drug target candidate for cancer immunotherapy.
|
September 30, 2012
|
||||
(in thousands, except share and per share data)
|
||||
Indebtedness:
|
||||
Research and development funding arrangements
|
$ | 5,811 | ||
Total Indebtedness
|
5,811 | |||
Shareholder’s Equity:
|
||||
Ordinary Shares, NIS 0.01 nominal value:
|
||||
100,000,000 shares authorized and 35,995,311 shares issued and outstanding (1)
|
97 | |||
Additional paid in capital
|
202,916 | |||
Accumulated other comprehensive income
|
4,424 | |||
Accumulated deficit
|
(188,746 | ) | ||
Total Shareholders’ Equity
|
$ | 18,691 |
(1)
|
Does not include as of September 30, 2012 (i) outstanding options to purchase a total of 6,592,211 ordinary shares, at a weighted average exercise price of $3.31per share, (ii) outstanding warrants to purchase a total of 500,000 ordinary shares at an exercise price of $6.00 per share; (iii) 833,334 shares issuable upon the possible forfeiture by Baize of its rights to receive future research and development payments under the funding agreement entered into on December 31, 2010; and , (iv) ordinary shares issuable upon the possible forfeiture by Baize of its right to receive future research and development payments under the funding agreement entered into on December 20, 2011 and amended on July 24, 2012 and December 27, 2012.
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Year Ended
|
High*
|
Low*
|
||||||
December 31, 2008
|
$ | 2.80 | $ | 0.34 | ||||
December 31, 2009
|
$ | 5.86 | $ | 0.39 | ||||
December 31, 2010
|
$ | 5.32 | $ | 3.04 | ||||
December 31, 2011
|
$ | 5.80 | $ | 3.32 | ||||
December 31, 2012
|
$ | 6.47 | $ | 2.96 | ||||
Quarter Ended
|
||||||||
March 31, 2011
|
$ | 5.80 | $ | 4.64 | ||||
June 30, 2011
|
$ | 5.15 | $ | 3.75 | ||||
September 30, 2011
|
$ | 4.67 | $ | 3.32 | ||||
December 31, 2011
|
$ | 5.35 | $ | 3.78 | ||||
March 31, 2012
|
$ | 6.47 | $ | 4.96 | ||||
June 30, 2012
|
$ | 6.19 | $ | 3.33 | ||||
September 30, 2012
|
$ | 4.50 | $ | 2.96 | ||||
December 31, 2012
|
$ | 5.86 | $ | 3.53 | ||||
Month Ended
|
||||||||
July 31, 2012
|
$ | 3.99 | $ | 3.08 | ||||
August 31, 2012
|
$ | 3.82 | $ | 2.96 | ||||
September 30, 2012
|
$ | 4.50 | $ | 3.45 | ||||
October 31, 2012
|
$ | 4.43 | $ | 3.53 | ||||
November 30, 2012
|
$ | 4.60 | $ | 3.59 | ||||
December 31, 2012
|
$ | 5.86 | $ | 4.50 |
Year Ended
|
High*
|
Low*
|
||||||
December 31, 2008
|
$ | 2.81 | $ | 0.41 | ||||
December 31, 2009
|
$ | 6.06 | $ | 0.42 | ||||
December 31, 2010
|
$ | 5.64 | $ | 3.08 | ||||
December 31, 2011
|
$ | 5.92 | $ | 3.27 | ||||
December 31, 2012
|
$ | 6.35 | $ | 3.03 | ||||
Quarter Ended
|
||||||||
March 31, 2011
|
$ | 5.92 | $ | 4.64 | ||||
June 30, 2011
|
$ | 5.21 | $ | 3.80 | ||||
September 30, 2011
|
$ | 4.71 | $ | 3.27 | ||||
December 31, 2011
|
$ | 5.23 | $ | 3.76 | ||||
March 31, 2012
|
$ | 6.25 | $ | 4.95 | ||||
June 30, 2012
|
$ | 6.35 | $ | 3.30 | ||||
September 30, 2012
|
$ | 4.47 | $ | 3.03 | ||||
December 31, 2012
|
$ | 5.81 | $ | 3.59 | ||||
Month Ended
|
||||||||
July 31, 2012
|
$ | 4.02 | $ | 3.18 | ||||
August 31, 2012
|
$ | 3.75 | $ | 3.03 | ||||
September 30, 2012
|
$ | 4.47 | $ | 3.41 | ||||
October 31, 2012
|
$ | 4.38 | $ | 3.59 | ||||
November 30, 2012
|
$ | 4.66 | $ | 3.62 | ||||
December 31, 2012
|
$ | 5.81 | $ | 4.57 |
·
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amendments to a company's Articles of Association;
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·
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increases in a company's authorized share capital;
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·
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mergers; and
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·
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interested party transactions requiring shareholder approval.
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·
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Warrants issued to Baize Investments (Israel) Ltd. (“Baize”)
. In connection with a funding agreement we entered into on December 29, 2010, we issued to Baize warrants to purchase 500,000 ordinary shares at an exercise price of $6.00 per share through June 30, 2013.
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·
|
Stock Options.
Since January 1, 2010, we have issued 2,540,198 ordinary shares upon the exercise of stock options.
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·
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Cantor Sales Agreement
. On August 30, 2011, we entered into a sales agreement with Cantor Fitzgerald & Co pursuant to an effective shelf registration filed on Form F-3 (File No. 333-171655) filed with the SEC on January 11, 2011 and declared effective on January 21, 2011. The sales agreement with Cantor (the “Cantor Sales Agreement”) enables us to offer and sell an aggregate of up to 6,000,000 of our ordinary shares, from time to time through Cantor Fitzgerald & Co., as our sales agent. The gross proceeds from all sales made pursuant to the Cantor Sales Agreement may not exceed $40 million in the aggregate as per the above mentioned registration statement. Sales of our ordinary shares under the registration statement and the accompanying prospectus are made in sales deemed to be “at-the-market” equity offerings as defined in Rule 415 promulgated under the Securities Act of 1933, as amended. Cantor Fitzgerald & Co. is entitled to receive a commission rate of 3.0% of gross sales in connection with the sale of our ordinary shares on our behalf. No sales were made under the registration statement prior to January 10, 2012. During the period from January 10, 2012 to January 4, 2013, we sold through the Cantor Sales Agreement an aggregate of 1,200,669 of our ordinary shares, and received gross proceeds of approximately $6.7 million, before deducting issuance expenses. The average sale price of shares sold through the Cantor Sales Agreement was $5.54
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·
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the title of the notes;
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·
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any limit on the amount that may be issued;
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·
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whether or not we will issue the series of notes in global form, the terms and who the depository will be;
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the maturity date;
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·
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the annual interest rate, which may be fixed or variable, or the method for determining the rate and the date interest will begin to accrue, the dates interest will be payable and the regular record dates for interest payment dates or the method for determining such dates;
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If the notes are guaranteed the name of the guarantor and a brief outline of the contract of guarantee;
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whether or not the notes will be secured or unsecured, and the terms of any secured debt;
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·
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whether or not the notes will be senior or subordinated;
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·
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the terms of the subordination of any series of subordinated debt;
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·
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the terms on which the notes may be convertible into or exchangeable for ordinary shares or other securities of ours, including provisions as to whether conversion or exchange is mandatory, at the option of the holder or at our option and provisions pursuant to which the number of ordinary shares or other securities of ours that the holders of the series of debt securities receive would be subject to adjustment;
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·
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the place where payments will be payable and the currency in which the debt is payable;
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our right, if any, to defer payment of interest and the maximum length of any such deferral period;
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the date, if any, after which, and the price at which, we may, at our option, redeem the series of notes pursuant to any optional redemption provisions;
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the date, if any, on which, and the price at which we are obligated, pursuant to any mandatory sinking fund provisions or otherwise, to redeem, or at the holder’s option to purchase, any series of notes which are not convertible into or exchangeable for our securities;
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whether the indenture will restrict our ability to pay dividends, or will require us to maintain any asset ratios or reserves;
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whether we will be restricted from incurring any additional indebtedness;
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·
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a discussion of any material or special Israeli and U.S. federal income tax considerations;
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·
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the denominations in which we will issue the series of notes, if other than denominations of $1,000 and any integral multiple thereof;
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·
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the definition and consequences of events of default under the indentures; and
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·
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any other specific terms, preferences, rights or limitations of, or restrictions on, the debt securities.
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·
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reissue, register the transfer of, or exchange any notes of that series during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of any notes that may be selected for redemption and ending at the close of business on the day of the mailing; or
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register the transfer of or exchange any notes so selected for redemption, in whole or in part, except the unredeemed portion of any notes we are redeeming in part.
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if we fail to pay interest when due and our failure continues for 90 days and the time for payment has not been extended or deferred;
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if we fail to pay the principal, or premium, if any, when due and the time for payment has not been extended or delayed;
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if we fail to observe or perform any other covenant contained in the notes or the indentures, other than a covenant specifically relating to another series of notes, and our failure continues for 90 days after we receive notice from the trustee or holders of at least 25% in aggregate principal amount of the outstanding notes of the applicable series; and
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if we experience specified events of bankruptcy, insolvency or reorganization.
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the direction so given by the holder is not in conflict with any law or the applicable indenture; and
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subject to its duties under the Trust Indenture Act, the trustee need not take any action that might involve it in personal liability or might be unduly prejudicial to the holders not involved in the proceeding.
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the holder has given written notice to the trustee of a continuing event of default with respect to that series;
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the holders of at least 25% in aggregate principal amount of the outstanding notes of that series have made written request, and such holders have offered reasonable indemnity to the trustee to institute the proceeding as trustee; and
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the trustee does not institute the proceeding, and does not receive from the holders of a majority in aggregate principal amount of the outstanding notes of that series other conflicting directions within 60 days after the notice, request and offer.
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register the transfer or exchange of debt securities of the series;
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replace stolen, lost or mutilated debt securities of the series;
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maintain paying agencies;
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hold monies for payment in trust;
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compensate and indemnify the trustee; and
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appoint any successor trustee.
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to fix any ambiguity, defect or inconsistency in the indenture; or
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to change anything that does not materially adversely affect the interests of any holder of notes or any series.
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extending the fixed maturity of the series of notes;
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reducing the principal amount, the rate of interest or any premium payable upon the redemption of any notes; or
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reducing the minimum percentage of notes, the holders of which are required to consent to any amendment.
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the title of such rights;
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·
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the securities for which such rights are exercisable;
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the exercise price for such rights;
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·
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the number of such rights issued with respect to each ordinary share;
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·
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the extent to which such rights are transferable;
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·
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if applicable, a discussion of the material Israeli and U.S. income tax considerations applicable to the issuance or exercise of such rights;
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·
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the date on which the right to exercise such rights shall commence, and the date on which such rights shall expire (subject to any extension);
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·
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the extent to which such rights include an over-subscription privilege with respect to unsubscribed securities;
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·
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if applicable, the material terms of any standby underwriting or other purchase arrangement, or any agency agreement, that we may enter into in connection with the rights offering; and
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·
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any other terms of such rights, including terms, procedures and limitations relating to the exchange and exercise of such rights.
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·
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the title of the warrants;
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·
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the aggregate number of the warrants;
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·
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the number and type of securities purchasable upon exercise of the warrants;
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·
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the designation and terms of the securities, if any, with which the warrants are issued and the number of the warrants issued with each such offered security;
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·
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the date, if any, on and after which the warrants and the related securities will be separately transferable;
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·
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the price at which, and form of consideration for which, each security purchasable upon exercise of the warrants may be purchased;
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·
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the date on which the right to exercise the warrants will commence and the date on which the right will expire;
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·
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the minimum or maximum amount of the warrants which may be exercised at any one time;
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·
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any circumstances that will cause the warrants to be deemed to be automatically exercised; and
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·
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any other material terms of the warrants.
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·
|
the terms of the units and of the ordinary shares, rights and/or warrants comprising the units, including whether and under what circumstances the securities comprising the units may be traded separately;
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·
|
a description of the terms of any unit agreement governing the units or any arrangement with an agent that may act on our behalf in connection with the unit offering; and
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·
|
a description of the provisions for the payment, settlement, transfer or exchange of the units.
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·
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at a fixed price or prices, which may be changed;
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·
|
at market prices prevailing at the time of sale;
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·
|
at prices related to such prevailing market prices; or
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·
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at negotiated prices.
|
SEC registration fee
|
$ | 13,640 | ||
FINRA review
|
15,500 | |||
Legal fees and expenses*
|
25,000 | |||
Accounting fees and expenses*
|
5,000 | |||
Miscellaneous*
|
5,860 | |||
Total*
|
$ | 65,000 |
|
·
|
Annual Report on Form 20-F for the year ended December 31, 2011, filed on March 14, 2012 (File No. 000-30902);
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|
·
|
Reports on Form 6-K filed on February 7, 2012, March 28, 2012, May 1, 2012, May 22, 2012, June 25, 2012, July 9, 2012, July 25, 2012, October 11, 2012 (Form 6-K/A), November 5, 2012 and December 27, 2012 (File Nos. 000-30902); and
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the description of our ordinary shares contained in our Form 8-A filed on August 2, 2000 (File No. 000-30902).
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the judgment was rendered by a court which was, according to the foreign country's laws, competent to render the judgment;
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·
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the judgment is no longer appealable;
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·
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the obligation in the judgment is enforceable according to the rules relating to the enforceability of judgments in Israel and the substance of the judgment is not contrary to public policy in Israel; and
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·
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the judgment can be executed in the state in which it was given.
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·
|
the judgment was given in a state, the laws of which do not provide for the enforcement of judgments of Israeli courts (subject to exceptional cases); or
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·
|
the enforcement of the judgment is likely to prejudice the sovereignty or security of the State of Israel.
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·
|
the judgment was obtained by fraud;
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·
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There was no due process;
|
|
·
|
the judgment was rendered by a court not competent to render it according to the rules of private international law in Israel;
|
|
·
|
the judgment conflicts with another judgment that was given in the same matter between the same parties and which is still valid; or
|
|
·
|
at the time the action was brought in the foreign court, a claim in the same matter and between the same parties was pending before a court or tribunal in Israel.
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